f10ka_061614.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 1

(Mark one)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-13251

MEDICAL ACTION INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Delaware		11-2421849
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

500 Expressway Drive South, Brentwood, New York		11717
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (631) 231-4600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock ($0.001 par value)		The NASDAQ Global Select Stock Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [X]	Non-accelerated filer [ ]	Smaller reporting company [ ]
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant as of September 30, 2013, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $108,834,000, based on the $6.64 closing sale price of the Common Stock on such date. Shares of Common Stock held by each officer and director of the registrant and by each person who may otherwise be deemed to be an affiliate have been excluded.

As of June 13, 2014, 16,390,628 shares of the registrant’s Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for its 2014 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days following the registrant’s fiscal year ended March 31, 2014, are incorporated by reference into Part III of this Form 10-K.

EXPLANATORY NOTE

Our company is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to our annual report on Form 10-K for the period ended March 31, 2014 (the “Form 10-K”), filed with the Securities and Exchange Commission on June 16, 2014 (the “Original Filing Date”), to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from our Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema
101.CAL	XBRL Taxonomy Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase
101.LAB	XBRL Taxonomy Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase

This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-K. No other changes have been made to the Form 10-K.

Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original Report, have been amended, restated and re-executed as of the date of this Amendment No. 1 and are included as Exhibits 23.1, 23.2, 31.1, 31.2, and 32.1 hereto.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 16th day of June, 2014.

MEDICAL ACTION INDUSTRIES INC.

	By:	/s/ Paul D. Meringolo
		Paul D. Meringolo Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on June 16, 2014 by the following persons in the capacities indicated:

/s/ Paul D. Meringolo		Director and Chief Executive Officer
Paul D. Meringolo		(Principal Executive Officer)

/s / Paul Chapman		Director, President and Chief Operating Officer
Paul Chapman

/s/ Brian Baker		Chief Financial Officer and Corporate Secretary
Brian Baker		(Principal Financial and Accounting Officer)

/s/ Kenneth W. Davidson		Chairman of the Board
Kenneth W. Davidson

/s/ William W. Burke		Lead Director
William W. Burke

/s/ Kenneth R. Newsome		Director
Kenneth R. Newsome

/s/ Pamela R. Levy		Director
Pamela R. Levy

/s/ Henry A. Berling		Director
Henry A. Berling

EXHIBIT INDEX

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated August 27, 2010, by and among Medical Action Industries Inc., MA Acquisition Inc., AVID Medical, Inc. and Michael Sahady as Stockholder Representative (Exhibit 2.1 to Medical Action Industries Inc.’s Current Report on Form 8-K filed on August 30, 2010, SEC File No. 000-13251)

2.2		Purchase Agreement, dated as of March 12, 2014, by and among Medical Action Industries Inc., as seller, Medira Inc., as buyer, and Inteplast Group, Ltd., solely for purposes of Sections 5.1(b) and 11.20 thereof (Exhibit 2.1 Medical Action Industries Inc.’s Current Report on Form 8-K filed on March 13, 2014, SEC File No. 000-13251)

3.1		Certificate of Incorporation (Exhibit 3.1 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2002, SEC File No. 000-13251)

3.2		Amended and Restated Bylaws (Exhibit 3.2 to Medical Action Industries Inc.’s Current Report on Form 8-K filed on November 7, 2011, SEC File No. 000-13251)

10.1		Credit Agreement, dated May 17, 2013, by and among Medical Action Industries Inc., the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent (Exhibit 10.1 to Medical Action Industries Inc. Current Report on Form 8-K filed on May 22, 2013, SEC File No. 000-13251)

10.2		First Amendment to Credit Agreement and Guaranty and Security Agreement, dated June 2, 2014, by and among Medical Action Industries Inc., Wells Fargo Bank, National Association and the guarantors party thereto (Exhibit 10.1 to Medical Action Industries Inc. Current Report on Form 8-K filed on June 3, 2014, SEC File No. 000-13251)

10.3+		1996 Non-Employee Director Stock Option Plan, as amended (Exhibit 10.1 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2007, SEC File No. 000-13251)

10.4+		Form of Stock Option Award Agreement under the 1996 Non-Employee Director Stock Option Plan (Exhibit 10.4 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)

10.5+		1989 Non-Qualified Stock Option Plan, as amended (Exhibit 10.2 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2007, SEC File No. 000-13251)

10.6+		Form of Stock Option Award Agreement under the 1989 Non-Qualified Stock Option Plan (Exhibit 10.6 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)

10.7+		1994 Stock Incentive Plan, as amended (Exhibit 10.3 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2007, SEC File No. 000-13251)

10.8+		Form of Stock Option Award Agreement under the 1994 Stock Incentive Plan (Exhibit 10.8 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)

10.10+		Form of Amended and Restated Change in Control Agreement dated December 31, 2010 (Exhibit 10.1 to Medical Action Industries Inc.’s Current Report on Form 8-K filed on January 6, 2011, SEC File No. 000-13251)

10.11+		Medical Action Industries Inc. Summary of Non-Employee Director Compensation (as of June 2013) (Exhibit 10.13 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)

10.12+		Amendment to the Medical Action Industries Inc. Stock Option Plan for Non-Employee Directors dated August 13, 2009 (Exhibit A to Medical Action Industries, Inc.’s Definitive Proxy Statement on Schedule 14A filed June 19, 2009, SEC File No. 000-13251)

10.13+		Medical Action Industries Inc. Summary of Annual Performance Based Bonus Program (Exhibit 10.15 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)

10.14+		Separation Agreement, effective July 12, 2013, by and between Medical Action Industries Inc. and John Sheffield (Exhibit 10.1 to Medical Action Industries Inc.’s Current Report on 8-K filed on July 17, 2013 SEC File No. 000-13251)

10.15+		Offer Letter dated May 20, 2013 by and between Medical Action Industries Inc. and Paul Chapman (Exhibit 10.17 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)

10.16+		Summary of Compensation Letter dated June 14, 2012 by and between Medical Action Industries Inc. and Paul D. Meringolo (Exhibit 10.18 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)

10.17+		Summary of Compensation Letter dated June 14, 2012 by and between Medical Action Industries Inc. and John Sheffield (Exhibit 10.19 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)

10.18+		Transaction and Performance Bonus Agreement, dated March 3, 2014 by and between Medical Action Industries Inc. and Charles L. Kelly Jr.

10.19+		Summary of Compensation Letter dated June 14, 2012 by and between Medical Action Industries Inc. and Eric Liu (Exhibit 10.21 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)

10.20+		Summary of Compensation Letter dated June 14, 2012 by and between Medical Action Industries Inc. and Richard Setian (Exhibit 10.22 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)

10.21+		Promotion Letter dated July 1, 2013 by and between Medical Action Industries Inc. and Brian Baker (Exhibit 10.1 to Medical Action Industries Inc. Current Report on Form 8-K filed on July 2, 2013, SEC File No. 000-13251)

21.1		Subsidiaries of Medical Action Industries Inc.

23.1*		Consent of KPMG LLP, Independent Registered Public Accounting Firm

23.2*		Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm

31.1*		Certification of Chief Executive Officer as required by Rule 13a – 14(a) of the Securities Exchange Act of 1934

31.2*		Certification of Chief Financial Officer as required by Rule 13a – 14(a) of the Securities Exchange Act of 1934

32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350

101.INS#		XBRL Instance Document

101.SCH#		XBRL Taxonomy Extension Schema Document

101.CAL#		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF#		XBRL Taxonomy Definition Linkbase Document

101.LAB#		XBRL Taxonomy Extension Label Linkbase Document

*	Filed herewith

**	Furnished herewith

+	Identifies management contracts and compensatory plans and arrangements

#	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.